AvalonBay director exits 16K shares in Equity merger

AvalonBay Communities, Inc. director Susan Swanezy reported a disposition to the issuer of 15,980.6101 shares of AvalonBay common stock (including deferred stock units) on August 17, 2026, leaving her with 0 AvalonBay shares.

Rhea-AI Filing Summary

AvalonBay Communities, Inc. director Susan Swanezy reported a disposition to the issuer of 15,980.6101 shares of AvalonBay common stock (including deferred stock units) on August 17, 2026, leaving her with 0 AvalonBay shares. This occurred in connection with a merger of equals in which AvalonBay combined with Equity Residential. At the merger’s effective time, each AvalonBay share and deferred stock unit held by her was automatically converted into the right to receive 2.793 Equity Residential common shares, with cash paid in lieu of any fractional Equity Residential shares. Following the transaction, Equity Residential changed its name to Vivmark Residential.

Insider Trade Summary

Disposition: 15,980.6101 shares

Disposition 1 txn

Insider Swanezy Susan

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, par value $.01 per share F1, F2, F3	15,980.6101	--	--

Holdings After Transaction: Common Stock, par value $.01 per share — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.
2. F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.
3. F3. This total includes shares of AVB Common Stock and deferred stock units.

Key Figures

Shares disposed: 15,980.6101 shares Post-transaction AvalonBay holdings: 0 shares Exchange Ratio: 2.793 +3 more

6 metrics

Shares disposed 15,980.6101 shares Total AvalonBay common stock and deferred stock units disposed to issuer on August 17, 2026

Post-transaction AvalonBay holdings 0 shares AvalonBay common stock and deferred stock units reported following the merger-related disposition

Exchange Ratio 2.793 Equity Residential common shares received per AvalonBay share or deferred stock unit at the Effective Time

AvalonBay share price $184.06 per share Closing price of AvalonBay common stock on August 14, 2026

Equity Residential share price $65.97 per share Closing price of Equity Residential common shares on August 14, 2026

Merger date 2026-08-17 Date AvalonBay and Equity Residential completed their merger of equals

Key Terms

Agreement and Plan of Merger, merger of equals, Exchange Ratio, deferred stock unit, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

merger of equals financial

"AVB and EQR combined in a merger of equals on August 17, 2026"

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

Exchange Ratio financial

"was automatically converted into the right to receive 2.793 (the "Exchange Ratio")"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

deferred stock unit financial

"each issued and outstanding share ... and deferred stock unit held by the Reporting Person"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

common shares of beneficial interest financial

"common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares")"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AvalonBay (AVB) director Susan Swanezy report in this Form 4?

She reported a disposition of 15,980.6101 AvalonBay shares, including deferred stock units, to the issuer on August 17, 2026, in connection with the merger of equals between AvalonBay and Equity Residential, which left her with zero AvalonBay shares outstanding.

How were AvalonBay (AVB) shares converted in the merger with Equity Residential?

Each share of AvalonBay common stock and each deferred stock unit held by the reporting person was automatically converted into the right to receive 2.793 Equity Residential common shares, plus cash in lieu of any fractional Equity Residential shares into which those AvalonBay shares would have been converted.

What was the exchange ratio in the AvalonBay (AVB) and Equity Residential merger?

The merger used a fixed exchange ratio of 2.793 Equity Residential common shares for each share of AvalonBay common stock and each deferred stock unit held by the reporting person, with additional cash paid in lieu of any resulting fractional Equity Residential common shares at the effective time.

What happened to Equity Residential after its merger with AvalonBay (AVB)?

After AvalonBay and Equity Residential completed their merger of equals on August 17, 2026, Equity Residential, a Maryland real estate investment trust, changed its name to Vivmark Residential, while the surviving merger subsidiary remained a wholly owned subsidiary of the renamed entity.

Did Susan Swanezy retain any AvalonBay (AVB) shares after the merger?

No. After the merger-related disposition, her reported holdings of AvalonBay common stock and deferred stock units were 0 shares. Her prior AvalonBay interests were converted into the right to receive Equity Residential (later Vivmark Residential) common shares under the stated exchange ratio.

What valuation context is disclosed for AvalonBay (AVB) and Equity Residential at the time of the merger?

On August 14, 2026, immediately before closing, the disclosed closing price of AvalonBay common stock was $184.06 per share, and the closing price of Equity Residential common shares was $65.97 per share, providing market-based context for the 2.793:1 exchange ratio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/17/2026 - 04:39 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swanezy Susan

(Last) (First) (Middle)

C/O AVALONBAY COMMUNITIES, INC.

4040 WILSON BOULEVARD STE 1000

(Street)

ARLINGTON VIRGINIA 22203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	08/17/2026		D(1)(2)		15,980.6101(3)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.

2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.

3. This total includes shares of AVB Common Stock and deferred stock units.

	By Edward M. Schulman under Power of Attorney dated as of August 31, 2016	08/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)